FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Flywire Corp [ FLYW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/27/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 06/01/2022 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Voting Common Stock | 05/27/2022 | M | 1 | A | $0.2 | 1,104,469 | D | |||
Voting Common Stock | 05/27/2022 | M | 4 | A | $0.35 | 1,104,473 | D | |||
Voting Common Stock | 05/27/2022 | M | 50,000 | A | $3.28 | 1,154,473 | D | |||
Voting Common Stock | 05/27/2022 | F(1) | 8,200 | D | $20(2) | 1,146,273 | D | |||
Voting Common Stock | 05/27/2022 | M | 210,000 | A | $0.59 | 1,356,273 | D | |||
Voting Common Stock | 05/27/2022 | F(3) | 96,583 | D | $20(2) | 1,259,690 | D | |||
Voting Common Stock | 300,000 | I | See footnote(4) | |||||||
Voting Common Stock | 120,000 | I | By: GRAT(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $0.2 | 05/27/2022 | M | 1 | (6) | 03/11/2024 | Voting Common Stock | 1 | $0.00 | 93,939 | D | ||||
Employee Stock Option (right to buy) | $0.35 | 05/27/2022 | M | 4 | (7) | 04/29/2025 | Voting Common Stock | 4 | $0.00 | 107,729 | D | ||||
Employee Stock Option (right to buy) | $3.28 | 05/27/2022 | M | 50,000 | (8) | 02/27/2029 | Voting Common Stock | 50,000 | $0.00 | 806,508 | D | ||||
Employee Stock Option (right to buy) | $0.59 | 05/27/2022 | M | 210,000 | (9) | 07/25/2026 | Voting Common Stock | 210,000 | $0.00 | 23,598 | D |
Explanation of Responses: |
1. These shares were withheld by the Issuer for payment of the exercise price using the closing price of the Issuer's voting common stock on May 27, 2022. |
2. This Form 4/A amends and restates the Form 4 filed on June 1, 2022 which reported an incorrect price for the reported transaction. The correct price for the reported transaction is the closing price of the Issuer's voting common stock on May 27, 2022 of $20.00. |
3. These shares were withheld by the Issuer for payment of the exercise price and applicable taxes, using the closing price of the Issuer's voting common stock on May 27, 2022. |
4. The shares are held by the Michael P. Massaro 2021 Irrevocable Trust, of which the Reporting Person's spouse is a trustee. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of the Reporting Person's pecuniary interests therein, if any. |
5. The shares are held by the Michael P. Massaro 2021 Qualified Annuity Trust, of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of the Reporting Person's pecuniary interests therein, if any. |
6. The shares originally subject to this option vest in equal monthly installments over the next 48 months of continuous service to the Issuer after December 13, 2013. |
7. The shares originally subject to this option vest in equal monthly installments over the next 48 months of continuous service to the Issuer after June 1, 2015. |
8. The shares subject to this option vest in equal monthly installments over the next 48 months of continuous service to the Issuer after February 29, 2019. |
9. The shares originally subject to this option vest in equal monthly installments over the next 48 months of continuous service to the Issuer after February 1, 2016. |
Remarks: |
This Form 4/A amends and restates the Form 4 filed on June 1, 2022. |
/s/ Michael Massaro | 06/03/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |